Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐

Fee paid previously with preliminary materials.

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

As I write this letter, it is an unprecedented moment in time. The world is rapidly adjusting to the coronavirus (COVID-19), which has transformed our daily lives in a
few short weeks. Its at moments like these that our work takes on even more meaning. Governments and businesses around the world rely on mission critical, always-on communications. Our customers call it their lifeline.

As I reflect on 2019, Im proud of our technological advancements enabling that lifeline through significant investments in research and development, as well as
strategic acquisitions. We invested $687 million in R&D and introduced our new next-generation public safety radio, APX NEXT. We expanded our patent portfolio by 8% to 5,700 patents and vigorously defended our intellectual property,
including winning trade secret theft and copyright infringement lawsuits against Hytera. We also extended our portfolio by investing $945M for acquisitions in growth areas, including video security and analytics. As a result, we have created a
unique multi-platform mission critical public safety ecosystem that provides the data that allows our customers to predict, respond and prevent incidents.

The
driving force behind our work is our 17,000 employees, who are our most important assets. Motorola Solutions is committed to providing a dynamic work environment, an inclusive culture and competitive benefits, including a subsidized stock purchase
plan so employees can have a stake in our future. We take pride in the awards we consistently win for our leadership in employee experience, business strength and innovation.

Additionally, our commitment to a sustainable future has not wavered. One highlight from our environmental activities is our custom greenhouse gas emission-tracking
tool that has enabled us to set a target to reduce our Scope 1 and Scope 2 emissions by 38% by 2027. This commitment also extends to our supply chain. In 2019, we conducted over 218 supplier assessments, covering over 90% of our direct material
supply spend, to ensure suppliers adhere to our values and priorities.1

Together, these efforts helped us
deliver another year of record results, including total shareholder return of 42% in 2019. Since becoming Motorola Solutions in 2011, our company has delivered total shareholder return of 413%.

Looking to our Annual Shareholders Meeting, the event will be held as a virtual meeting on May 11, 2020, following guidance from global and U.S. health authorities to
help limit the spread of COVID-19. Shareholders can join via www.virtualshareholdermeeting.com/MSI2020.

At Motorola Solutions, we help people be their best in
the moments that matter. That is our purpose, and it resonates with me today more than ever, as we stand by our customers who are on the front lines of this global public health emergency. On behalf of Motorola Solutions, the board of directors
and our employees, thank you for your continued support.

Sincerely,

Gregory Q. Brown

Chairman and CEO

1

Our suppliers are subject to our Supplier Code of Conduct, our Anti-Human Trafficking Compliance Plan and the oversight
of the Responsible Business Alliance.

This years virtual annual meeting will begin promptly at 9:30 a.m., Central Daylight Time. If you plan to
participate in the virtual meeting, please see the instructions on page 69 of the Proxy Statement. Shareholders will be able to listen, vote, and submit questions from their home or from any remote location that has Internet connectivity. There will
be no physical location for shareholders to attend. Shareholders may only participate online by logging in at www.virtualshareholdermeeting.com/MSI2020.

The purpose of the meeting is to:

1.

elect eight directors for a one-year term;

2.

ratify the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm
for 2020;

consider and vote upon the shareholder proposal described in the enclosed proxy statement, if properly presented at the
meeting; and

5.

act upon such other matters as may properly come before the Annual Meeting.

By order of the Board of Directors,

Kristin L. Kruska

Secretary

Only Motorola Solutions shareholders of record at the close of business on March 13, 2020 (the record date) will be entitled to vote at the meeting.
The Notice, which contains instructions on how to access this Proxy Statement, the form of proxy and the Companys 2019 Annual Report, is being mailed to shareholders on or about March 27, 2020.

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

VIA THE INTERNET

BY MAIL

Visit the website shown on your Motorola Solutions Notice of Internet Availability of Proxy Materials for the 2020 Annual Meeting
(your Notice) or proxy card to vote via the internet.

If you received a printed copy of the proxy card, mark, sign, date and return the proxy card using the postage-paid envelope
provided.

BY
TELEPHONE

AT THE VIRTUAL
ANNUAL MEETING

Use the toll-free telephone number listed

on your
proxy card.

Via the internet at the virtual Annual Meeting.

www.virtualshareholdermeeting.com/MSI2020

PLEASE NOTE THAT ATTENDANCE AT THE MEETING WILL BE LIMITED TO SHAREHOLDERS OF MOTOROLA SOLUTIONS AS OF THE RECORD DATE (OR THEIR
AUTHORIZED REPRESENTATIVES). THIS MEETING WILL TAKE PLACE ONLINE ONLY. THERE IS NO PHYSICAL LOCATION. In order to attend the meeting, you will need the 16 digit control number included on your notice.

Motorola Solutions is a global leader in mission critical communications and analytics. Our technology platforms in mission critical
communications, command center software, video security and analytics, bolstered by managed and support services, make cities safer and help communities and businesses thrive. At Motorola Solutions, we are ushering in a new era in public
safety and security. We serve more than 100,000 public safety and enterprise customers in 100 countries who depend on our solutions to help them get the job done safely and efficiently. A U.S. company headquartered in Chicago, we have a rich
heritage of innovation dating back to 1928 that our 17,000 employees continue today.

PERFORMANCE AND ACCOMPLISHMENTS

TOTAL SHAREHOLDER RETURN (in percent)

PERFORMANCE HIGHLIGHTS SINCE 2011

413%

TOTAL

SHAREHOLDER

RETURN*

50%

REDUCTION

IN SHARE

COUNT

$15.3

BILLION

IN CAPITAL RETURN

*

Based on the split adjusted closing price of MSI common stock on December 31, 2010 and the closing price of MSI common
stock on December 31, 2019, illustrating the growth of an initial investment of $100 on December 31, 2010, including payment of dividends.

Voting: Shareholders as of the close of business on the record date are entitled to vote. Each share of common stock
is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.

If elected at the Annual Meeting, Mr. Tucci will become the Chair of the Compensation and Leadership Committee on
May 11, 2020

This proxy statement (the Proxy Statement) is being furnished to holders of common stock, $0.01 par value per share
(the Common Stock), of Motorola Solutions, Inc. (we, our, Motorola Solutions, MSI or the Company). Proxies are being solicited on behalf of the Board of Directors of the
Company (the Board) to be used at the 2020 Virtual Annual Meeting of Shareholders (the Annual Meeting) to be held virtually at www.virtualshareholdermeeting.com/MSI2020 on Monday, May 11, 2020 at 9:30 a.m., CDT, for
the purposes set forth in the Notice of 2020 Annual Meeting of Shareholders. This Proxy Statement is dated March 27, 2020 and is being distributed to shareholders on or about March 27, 2020.

Our ESG Framework is fueled by our commitment to operate ethically and our dedication to our employees, customers, community and the
environment.

Community Engagement Motorola Solutions is committed to the communities where we live and work. More than 6,600 employees around
the world contributed 65,000 hours of volunteer time to their communities last year, serving as mentors, tutors, firefighters, science fair judges and more. Our Employees Our more than 17,000 employees work every day to fulfill our mission of being
our customers lifeline. We strive to create a culture where every employee experiences engaging work, effective collaboration and is rewarded for their contributions. We are committed to ensuring that all of our employees share in the value created
for our shareholders and customers. Our Business We are committed to creating products and services that save lives and keep communities safer. Our drive for continuous innovation and partnership with our customers enables them to be ready in the
day-to-day moments, and in the moments that matter most. Governance & Compliance We recognize that it is important for a company to have programs in place to handle the unexpected. Since we are a company that helps create safer communities, we
strongly believe in having policies that mitigate risks when something goes wrong. Environment As a mission-critical communications and telecommunications equipment provider, we have a unique operating footprint within our sector, and limited
exposure to environmental risks and opportunities. However, we continue to strive to operate more sustainably. Supply Chain Motorola Solutions holds high labor and environmental standards at every stage in the supply chain. We are committed to
ensuring our company and our suppliers do not use indebted labor or engage in human trafficking. We engage directly with our tier-one suppliers to assess their performance and encourage compliance with our Supplier Code of Conduct.

 At Motorola Solutions, we champion volunteerism.
In 2019, we doubled the number of employees that participated in volunteer programs over 2018. This year we have challenged all employees to commit at least 20 hours in 2020 to giving back to the community.

 The Motorola Solutions Foundation contributes
$100 for every 10 hours an employee volunteers with a charitable organization up to 100 hours/$1,000 per employee per fiscal year.

 In 2019, Motorola Solutions Foundation made
grants in 32 countries supporting 2 million students, teachers, first responders and community members with science, technology, engineering and math education as well as public safety programs and disaster relief.

 The Motorola Matches program matches US
employees charitable contributions up to $7,500 and up to $1,000 for volunteer hours.

Our Employees

 We provide a bonus program for global employees
that is funded by the same financial performance outcomes as those we use to reward our CEO and the leadership team. As with our executive team, our employees have an opportunity to be paid individually based on performance.

 We provide a stock purchase plan that allows our
employees to hold a stake in the Company.

 We provide comprehensive and competitive benefits in every geography where we operate including non-financial benefits such as
flexible work options and professional development at every level.

 We have a strong commitment to inclusion and
diversity that includes corporate sponsorship of several councils including: Womens Business Council, Multicultural Business Council, LGBTA Business Council, People with Disabilities and Allies Council and Veterans Business Council.

 In 2018, over 100 human resources professionals
and hiring managers received several hours of specialized training on how to remove unconscious bias from the hiring process.

Our Business

 We are dedicated to designing and delivering the
mission critical ecosystem that our customers refer to as their lifeline: mission critical communications, software, video, and services that keep people connected in the most important moments.

 We serve more than 100,000 public safety and
commercial customers across more than 100 countries and we have installed over 13,000 networks worldwide. Our customers trust us to keep them connected and safe.

 Motorola Solutions operates in direct compliance
with our Code of Business Conduct with an unwavering commitment to integrity and doing business the right way.

 In 2019, we began reporting ESG matters to the
Governance and Nominating Committee of the Board.

 This year we introduced the Trust Center to give our customers more information about how we protect their data. For more details visit:
https://www.motorolasolutions.com/en_us/about/trust-center.html

 We have a number of critical policies that ensure we do
business the right way:

✓ Our Board of Directors Principles of Conduct

✓ Our Code of Business Conduct

✓ Our Supplier Code of Conduct

✓ Ethics and Compliance Training

✓ Anti-Bribery Training

✓ Anti-Harassment Training

✓ Whistleblower Protection Policy

 We developed an Anti-Human Trafficking Statement and
Compliance Plan

 Our Audit Committee oversees ethics issues.

 We routinely conduct internal audits on ethical
standards.

 For more information on our robust corporate governance structure, see pages 7-15.

Environment

 We reduced water use by 8% since 2016.

 We reduced waste production by 29% since
2016.

 We introduced a new greenhouse gas emissions tracking
tool in 2018 to report a more accurate profile of our emissions.

 We set a target to reduce our Scope 1 and Scope 2
Greenhouse Gas Emissions by 38% by 2027.

Supply Chain

 We are an active Responsible
Business Alliance (RBA) member, supporting the well-being of workers in the global electronics supply chain.

 We completed 218 supplier assessments in 2019,
including suppliers representing 96% of direct material supply chain spend, based on current reporting standards.

 We promote supplier diversity by ensuring that
businesses owned by women and other underrepresented groups are included in our supplier selection process.

For more information on our commitment to corporate
responsibility, please see the 2018 corporate responsibility report at https://www.motorolasolutions.com/content/dam/msi/docs/about-us/cr/2018_corporate_responsibility_report_v9.pdf, the 2019 corporate responsibility report is expected to be
issued in 2020

Proposal Number 1 of this Proxy Statement enables you to vote on the members of your board of directors.* We open the proxy with this vote because we believe there is no more important vote than that of electing the fiduciaries who oversee Motorola Solutions on your behalf.

To inform that vote, we provide you information here on:



Who our Board is  including their qualifications



How our Board is selected and evaluated



How the Board governs the company



How our Board is organized



How you can communicate with the Board



How our Board is compensated

WHO WE ARE  BOARD

Each of the nominees named below is currently a director of the Company, elected at the Annual Meeting of Shareholders held on May 13, 2019. The ages shown are
current as of the date of this Proxy Statement.

GREGORY Q.

BROWN

Mr. Brown joined the Company in 2003, was appointed as Chief
Executive Officer of Motorola, Inc. in January 2008, and since May 2011 has been the Chairman and Chief Executive Officer of Motorola Solutions, Inc.

Other Public Company Boards: In the last five years Mr. Brown served on the board of Xerox Corporation from January 2017 to May
2019.

Board Committees: Executive (Chair)

Director Qualifications:

●Public company CEO, relevant industry, technology,
software and services business, cybersecurity, safety and security experience as Chairman and CEO of the Company and former Chairman and CEO of Micromuse, Inc.

●Financial and accounting expertise, global
business, capital allocation, developing markets, government, public policy and regulatory experience as Chairman and CEO of the Company, former chair and board member of the Federal Reserve Bank of Chicago, former Vice Chair of the U.S. 
China Business Council, former member of the President of the United States Management Advisory Board

●Government, public policy and regulatory experience
as a former member of the Board of Directors of the Business Roundtable and former member of the Presidents National Security Telecommunications Advisory Committee (NSTAC)

●Public company board experience

Principal Occupation:

Chairman and Chief Executive Officer, Motorola Solutions, Inc.

Age:
59

Director since: 2007

Chairman since: 2011

*

The number of directors of the Company to be elected at the Annual Meeting is eight. The directors elected at the Annual
Meeting will serve a one-year term ending at the 2021 Annual Meeting, until their respective successors are elected and qualified or until their earlier death, resignation or removal. Each of the nominees has
consented to being named in this Proxy Statement and to serve as a director if elected. However, if any nominee is not available to serve as a director for any reason at the time of the Annual Meeting, the proxies will be voted for the election of
such other person or persons as the Board may designate, unless the Board, in its discretion, reduces the number of directors. The Board has the authority under the Companys Bylaws to increase or decrease the size of the Board and to fill
vacancies between Annual Meetings.

Mr. Denman is a Venture Partner at Sway Ventures. He was the
CEO and President of Emotient, Inc. from 2012 to 2016. He also served as the Chief Executive Officer of Openwave Systems Inc. from 2008 to 2011 and as a Director from 2004 to 2011; he served as the Chief Executive Officer and President and Director
of iPass, Inc. from 2001 to 2008 and as its Chairman from 2003 to 2008.

Other Public Company Boards: Costco Wholesale Corporation and LendingClub Corporation. In the last five years Mr. Denman served
on the boards of Mitek Solutions, Inc. from December 2016 to December 2019, ShoreTel, Inc. from May 2007 to September 2017, and United Online from June 2015 to July 2016.

Board Committees: Governance and Nominating (Chair), Executive

Director Qualifications:

●Relevant industry and technology experience, financial
and accounting expertise as CEO and President of Emotient, Inc., Openwave Systems, Inc. and iPass, Inc.

●Software and services business, cybersecurity, safety
and security experience as CEO and President of Emotient, Inc., Openwave Systems, Inc. and iPass, Inc.

●Public company CEO, global business and developing
markets experience as CEO and President of iPass, Inc. and Openwave System, Inc.

Mr. Durban is Co-CEO
of Silver Lake, a global private equity firm and is based in the firms Menlo Park office. Mr. Durban joined Silver Lake in 1999 as a founding principal and was previously Managing Partner and Managing Director from January 2013 to
December 2019. He has previously worked in the firms New York office, as well as the London office, which he launched and managed from 2005 to 2010.

Other Public Company Boards: Twitter, Inc., Dell Technologies Inc., and its majority owned subsidiaries SecureWorks Corp and VMware,
Inc. In the last five years Mr. Durban served on the boards of Intelsat S.A from August 2011 to December 2016 and Pivotal Software, Inc. from April 2018 to January 2020.

Board Committees: Compensation and Leadership

Director Qualifications:

●Relevant industry, technology, global business and
software and services business experience as Co-CEO of Silver Lake

●Financial and accounting expertise and private equity,
investment banking and capital allocation experience as Co-CEO of Silver Lake and as a former associate with Morgan Stanleys Investment Banking Division

Mr. Jones served as Chairman of the Board of Rockwell Collins,
Inc. from 2002 through July 2014, and Chief Executive Officer from June 2001 until his retirement in July 2013. Mr. Jones also served as President of Rockwell Collins and Corporate Officer and Senior Vice President of Rockwell International
which he joined in 1979.

Other Public Company Boards:
Deere & Company. In the last five years, Mr. Jones served on the board of Cardinal Health, Inc. from September 2012 to November 2018.

Board Committees: Audit

Director Qualifications:

●Public company CEO, financial and accounting expertise,
and global business experience as former CEO of Rockwell Collins, Inc.

●Relevant industry, technology, cybersecurity, safety
and security experience as former CEO of Rockwell Collins, Inc., and Corporate Officer and Senior Vice President of Rockwell International

●Government, public policy and regulatory experience
as a member of The Business Council, and former member of the Presidents National Security Telecommunications Advisory Committee

Mr. Mondre is Co-CEO
of Silver Lake based in New York. Mr. Mondre joined Silver Lake in 1999 and was previously Managing Partner and Managing Director from January 2013 to December 2019. Mr. Mondre was a principal at TPG, where he focused on private equity
investments across a wide range of industries, with a particular focus on technology.

Other Public Company Boards: In the last five years, Mr. Mondre served on the boards of GoDaddy, Inc. from May 2014 to February 2020, and Sabre Corporation from March 2007 to December 2018.

Board Committees: Audit, Governance and Nominating

Director Qualifications:

●Relevant industry, technology, global business, and
software and services business experience as Co-CEO of Silver Lake

●Financial and accounting expertise and private equity,
investment banking and capital allocation experience as Co-CEO of Silver Lake and as former principal at TPG

●Public company board experience

Principal Occupation:

Co-CEO,

Silver Lake

Age: 45

Director since: 2015

Independent

ANNE R.

PRAMAGGIORE

Ms. Pramaggiore served as Senior Executive Vice President and
Chief Executive Officer of Exelon Utilities, a business unit of Exelon Corporation from June 2018 to October 2019. She was a member of the Commonwealth Edison (ComEd) board of directors from February 2012 to October 2019. She was
vice-chair of the ComEd, PECO, BGE and PHI advisory boards from June 2018 to October 2019. She served as ComEds President and Chief Executive Officer from February 2012 to June 2018 and as President and Chief Operating Officer from May 2009 to
February 2012.

Other Public Company Boards: In the last
five years, Ms. Pramaggiore served on the board of The Babcock & Wilcox Company from June 2015 to April 2019

Board Committees: Compensation and Leadership (Chair), Executive

Director Qualifications:

●Public company division CEO, government, public policy,
regulatory, technology, and cyber security business experience as former Senior Executive Vice President and CEO of Exelon Utilities, Exelon Corporation, CEO of ComEd, Executive Vice President, Customer Operations, Regulatory and External
Affairs of ComEd, and as a licensed attorney

●Global business experience as former Chair of the Federal Reserve Bank of Chicago and board member of the Chicago Council on Global Affairs and former board member of The Chicago
Urban League

Mr. Tucci is the Chairman of Bridge Growth Partners and Lead
Director of GTY Technology Holdings, Inc. Formerly, Mr. Tucci served as the Co-Chairman and Co-Chief Executive Officer of GTY Technology Holdings, and was the
Chairman and Chief Executive Officer of EMC Corporation. He was EMCs Chairman from January 2006 and CEO from January 2001 until September 2016, when Dell Technologies acquired the company. At that time, he became an advisor to the acquiring
companys founder, Michael Dell, and its board of directors.

Other Public Company Boards: GTY Technology Holdings, Inc. and Paychex, Inc. In the past five years Mr. Tucci served on the
boards of EMC Corporation from January 2001 to September 2016 and of VMware, Inc. from April 2007 to September 2016.

Board Committees: Compensation and Leadership and Governance and Nominating

Director Qualifications:

●Public company CEO, technology, global business, and
software and services business experience and financial and accounting expertise as Chairman, CEO and President of EMC Corporation

●Relevant industry, developing markets and private
equity experience as Co-CEO and Co-Chairman of GTY Technology Holdings, Inc. and founding member and current Chairman of Bridge Growth Partners

●Government, public policy and regulatory experience
as a member of The Business Roundtable and Chair of its Task Force on Education and the Workforce and as a member of The Technology CEO Council

●Public company board experience

Principal Occupation:

Chairman of Bridge Growth

Partners and Lead Director

of GTY Technology

Holdings, Inc.

Age:
72

Director since: 2017

Independent

RECOMMENDATION OF THE BOARD

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE EIGHT NOMINEES NAMED HEREIN AS DIRECTORS.
UNLESS OTHERWISE INDICATED ON YOUR PROXY, YOUR SHARES WILL BE VOTED FOR THE ELECTION OF SUCH EIGHT NOMINEES AS DIRECTORS.

We believe the Board should be comprised of individuals with appropriate skills and experiences to meet its board governance responsibilities and contribute effectively
to the Company. Our Governance and Nominating Committee carefully considers the skills and experiences of current directors and new candidates to ensure that they meet the needs of the Company before nominating directors for election to the Board.
All of our non-employee directors serve on Board committees, further supporting the Board by providing expertise to those committees. The needs of the committees also are reviewed when considering nominees to
the Board. The Board has a deep working knowledge of matters common to large companies and is comprised of individuals with a mix of skills and qualifications which include:



Independence: Seven of eight director nominees



Gender and ethnic diversity: Three of eight director nominees



Relevant industry experience: Six of eight director nominees



Public company CEO, division CEO or CFO: Six of eight director nominees

Specific experience, qualifications, attributes or skills of our nominees are listed in the biographies above.

HOW OUR BOARD IS SELECTED AND EVALUATED

As stated in our Board Governance Guidelines, when selecting directors, the Board and the Governance and Nominating Committee review and consider many factors,
including: experience in the context of the Boards needs; leadership qualities; ability to exercise sound judgment; existing time commitments; years to retirement age; and independence from management. They also consider ethical standards and
integrity. While the Company does not have a formal policy regarding diversity, gender and ethnic diversity is an essential factor considered by the Board and the Governance and Nominating Committee when selecting director nominees. The Board and
the Governance and Nominating Committee recognize the importance of a Board representing diverse knowledge and experiences and strive to nominate directors with a variety of complementary skills, backgrounds and perspectives so that, as a group, the
Board will possess the appropriate talent, skills, experience and expertise to oversee the Companys businesses. The Governance and Nominating Committee annually assesses the effectiveness of its director nomination process and the Board
Governance Guidelines.

The Governance and Nominating Committee will consider nominees recommended by Motorola Solutions shareholders, provided that the
recommendation contains sufficient information (as required by the Companys Bylaws), including the candidates qualifications, to assess the suitability of the candidate, and is timely received in accordance with the Companys
Bylaws. Shareholder-recommended candidates that comply with these procedures will receive the same consideration that other candidates receive.

The Governance and
Nominating Committee considers recommendations from many sources, including members of the Board, management and search firms. From time to time, Motorola Solutions hires search firms to help identify and facilitate the screening and interview
process of director candidates. In 2019, we continued our retention of Russell Reynolds to assist with this process. Russell Reynolds compiles a list of candidates, evaluates each candidate and makes recommendations to the Governance and Nominating
Committee. They screen candidates based on the Boards criteria, perform reference checks, prepare a biography of each candidate for the Governance and Nominating Committees review and help arrange interviews if necessary. The Governance
and Nominating Committee and the Chairman of the Board will conduct interviews with candidates who meet the Boards criteria. The Governance and Nominating Committee has full discretion in considering potential candidates and making its
nominations to the Board.

A belief in the steady refreshment of the Board to bring new and diverse perspectives



A belief in the importance of staying well informed



A willingness to manage risks, seize opportunities and embrace leadership

We adhere to a number of good board governance practices and principles:



7 of our 8 members are independent, including all committee members



A lead independent director



Regular executive session meetings of independent directors



Annual director self-assessment process



Regular risk assessment processes



Board Governance Guidelines and Principles of Conduct



Director Independence Guidelines

We maintain a strong foundation of corporate governance practices and principles:



Annual election of directors



No super majority provisions



No poison pill



Majority voting standard in uncontested director elections



20% threshold for special meeting vote



Shareholder right to act by written consent



Succession planning:

Succession planning is important at all levels of the Company. In 2019, the Board reviewed short and long-term succession plans for the CEO and other
members of managements executive committee. When assessing possible CEO candidates, the Board identified skills and behavioral characteristics they consider a requirement for the Companys CEO. The Board evaluates these succession plans
with the overall business strategy in mind. When possible, potential leaders are introduced to the Board through presentations or separate events.

We maintain a
robust compensation governance framework:



Retention of independent compensation consultant



Annual say on pay vote



No excise tax gross-up provisions



A recoupment clawback provision



Stock ownership guidelines for directors and officers



An anti-hedging policy

We maintain comprehensive governance ofrisks and corporate controls:



Code of Business Conduct



Supplier Code of Conduct and regular supplier audits



Anti-Human Trafficking Compliance Plan



Robust oversight of risk:

The Board oversees the business of the Company, including CEO and senior management performance and risk management, to assure that the long-term
interests of the shareholders are being served. Each committee of the Board is also responsible for reviewing the risk exposure of the Company related to the committees areas of responsibility and providing input to management on such risks.
Management and our Board have a robust process embedded throughout the Company to identify, analyze, manage and report all significant risks facing the Company. Our CEO and other senior managers regularly report to the Board on significant risks
facing the Company, including financial, cybersecurity, operational and strategic risks. Each of the Board committees reviews

with management significant risks related to the committees area of responsibility and reports to the Board on such risks, which includes the Compensation and Leadership Committees
review of Company-wide compensation-related risks and the Audit Committees review of financial and cybersecurity risks. While each committee is responsible for reviewing significant risks in the committees area of responsibility, the
entire Board is regularly informed about such risks through committee reports and presentations. The oversight of specific risks by Board committees enables the entire Board to oversee risks facing the Company more effectively and develop strategic
direction taking into account the effects and magnitude of such risks. The independent Board members also discuss the Companys significant risks when they meet in executive session without management. Our audit services department has a very
important role in the risk management program, providing management and the Audit Committee with an overarching and objective view of the risk management activities of the Company. Audit services identifies and conducts engagements utilizing an
enterprise risk management model, with the engagements spanning financial, operational, strategic and compliance risks. The engagement results assist management in maintaining acceptable risk levels. The director of audit services reports directly
to the Audit Committee as well as the Chief Financial Officer and meets regularly with the Audit Committee and its chairperson, including in executive session.

We
encourage you to visit https://investors.motorolasolutions.com/GovDocs to obtain more information and view our governance documents. Amendments to the these governance documents, or waivers applicable to our directors, chief executive
officer, chief financial officer or corporate controller from certain provisions of our ethical policies and ethical standards for directors and employees, will be posted on the Motorola Solutions website within four business days following the date
of the amendment or waiver. There were no waivers in 2019.

OUR BOARDS LEADERSHIP STRUCTURE

At the Annual Board meeting held in May 2011, the Board combined the roles of Chairman and Chief Executive Officer and appointed Gregory Q. Brown to serve as both Chief
Executive Officer and Chairman of the Board and also appointed an independent director as Lead Independent Director. The Board reappointed Mr. Brown as Chairman of the Board and an independent director as Lead Independent Director at the Annual
Board meetings held in 2012 through 2019. The Board determined that Mr. Browns thorough knowledge of Motorola Solutions business, strategy, people, operations, competition and financial position coupled with his leadership and
vision made him well positioned to chair Board meetings and bring key business and stakeholder issues to the Boards attention. Our Lead Independent Director, currently Mr. Denman, chairs the executive sessions of the Board and acts as a
liaison between our Chairman and independent directors. If elected at the Annual Meeting of Shareholders, Mr. Denman will continue to serve as our Lead Independent Director.

AMENDMENT TO RETIREMENT AGE

In February of 2020, the Board amended the Board Governance Guidelines to change the director retirement age from 72 to 75.

COMMITTEES OF THE BOARD

To assist it in carrying out its duties, the Board has delegated certain authority to several committees. The Board currently has the following standing committees:
(1) Audit, (2) Compensation and Leadership, (3) Governance and Nominating, and (4) Executive. The charters for each of the Audit Committee, Compensation and Leadership Committee and Governance and Nominating Committee are
available on our website at https://investors.motorolasolutions.com/GovDocs. Committee membership as of December 31, 2019 (except as otherwise noted), the number of meetings of each committee during 2019, and the functions of each
committee are described below:

AUDIT COMMITTEE

 Assist the Board in fulfilling its oversight responsibilities as they relate to the Companys accounting policies, internal controls, disclosure controls and procedures,
financial reporting practices and legal and regulatory compliance.

 Engage the independent registered public accounting
firm.

2019 Meetings:9

Judy C.
Lewent (Chair)

Clayton M. Jones

Gregory K. Mondre

 Monitor the qualifications, independence and performance of the Companys independent registered public accounting firm and the performance of the Companys internal
auditors.

 Maintain, through regularly scheduled meetings, a
line of communication between the Board and the Companys financial management, internal auditors and independent registered public accounting firm.

 Oversee compliance with the Companys policies
for conducting business, including ethical business standards.

 Assist the Board in overseeing the management of the Companys human resources, including:

 compensation and benefits programs;

 CEO performance and compensation;

 executive development and succession;

 diversity efforts; and

 evaluation of the Companys senior
management.

 Review and discuss the Compensation Discussion and
Analysis (CD&A) with management and make a recommendation to the Board on the inclusion of the CD&A in this Proxy Statement.

 Prepare the report of the Compensation and Leadership
Committee included in this Proxy Statement.

2019 Meetings9

Anne R.
Pramaggiore (Chair)

Egon P. Durban

Joseph M. Tucci*

GOVERNANCE AND

NOMINATING

COMMITTEE

 Identify individuals qualified to become Board members, consistent with the criteria approved by the Board.

 Recommend director nominees and individuals to fill
vacant positions and to serve on committees.

 Assist the Board in interpreting the Companys Board Governance Guidelines, the Boards Principles of Conduct and any other similar governance documents adopted by the
Board.

 Oversee the evaluation of the Board and its
committees.

 Review the independence of directors and evaluate
and/or approve related party transactions.

 Oversee the governance and compensation of the Board.

 Review the Companys environmental, social and
governance strategy, initiatives and policies.

2019 Meetings:5

Kenneth
D. Denman (Chair)

Gregory K. Mondre

Joseph M. Tucci

EXECUTIVE COMMITTEE

 Act for the Board between meetings on matters already approved in principle by the Board.

 Exercise the authority of the Board on specific
matters assigned by the Board from time to time.

2019 Meetings:0

Gregory
Q. Brown (Chair)

Kenneth D. Denman

(Lead Independent Director)

Judy C. Lewent

Anne R. Pramaggiore

*

If elected at the Annual Meeting, Mr. Tucci will become the Chair of the Compensation and Leadership Committee on May 11, 2020

Attendance at Board Meetings

The Board held
five meetings during 2019. Overall attendance at Board and committee meetings was 96%. Each incumbent director attended 100% of the combined total meetings of the Board and the committees on which he or she served during 2019, except for one
director that attended 86% and one director that attended 80% of such meetings. At the Board meetings, independent directors of the Company meet regularly in executive session without management as required by the Board Governance Guidelines and
NYSE listing standards. Generally, executive sessions are held in conjunction with regularly-scheduled meetings of the Board. In 2019, the non-employee independent members of the Board met in executive session
five times. In addition, Board members are expected to virtually attend the Annual Meeting as provided in the Board Governance Guidelines. All of the directors who stood for election at the 2019 Annual Meeting attended that meeting.

INDEPENDENCE

On
March 12, 2020, the Board made the determination, based on the recommendation of the Governance and Nominating Committee and in accordance with our Director Independence Guidelines, that the current
non-employee directors, Mr. Denman, Mr. Durban, Mr. Jones, Ms. Lewent, Mr. Mondre, Ms. Pramaggiore, Mr. Tucci, and former non-employee
director Mr. Scott, were independent during the periods in 2019 and 2020 that they were members of the Board. Mr. Brown does not qualify as an independent director because he is an Executive Officer of the Company. See Motorola
Solutions Relationship with Entities Associated with Independent Directors for further details.

Determining Independence

The Director Independence Guidelines include both the NYSE independence standards and additional independence standards the Board has adopted to
determine if a relationship that a Board member has with the Company is material. We have adopted a stricter application of the NYSE independence standards requiring a look-back of four years when assessing independence in connection with a
directors (i) status as an employee of the Company, (ii) direct compensation from the Company in excess of $120,000, (iii) relationship with our internal or external auditor, and (iv) employment with a company that has made
payments to, or received payments from, the Company for property or services.

When assessing independence, each of Ms. Pramaggiore and Mr. Scott had relationships with entities that were reviewed by the Board
under independence standards covering contributions or payments to charitable or similar not-for-profit organizations. In addition, each of Mr. Denman,
Mr. Durban, Mr. Jones, Ms. Lewent, Mr. Mondre, Ms. Pramaggiore, Mr. Scott, and Mr. Tucci had relationships with entities that were reviewed by the Board under independence standards covering payments to, or
received from, other entities. In each case, the payments or contributions were significantly less than the NYSE independence standards or the Director Independence Guidelines adopted by the Board, or did not constitute a disqualifying event under
such standards and were determined by the Board to be immaterial.

Independent Members of the Audit, Compensation and Leadership and
Governance and Nominating Committees

The Board has determined that all of the current members of the Audit Committee, the Compensation and Leadership
Committee and the Governance and Nominating Committee are independent within the meaning of the Director Independence Guidelines, applicable rules of the SEC and the NYSE listing standards for independence.

RELATED PERSON TRANSACTION POLICY AND PROCEDURES

The Company has established a written related person transaction policy and procedures (the RPT Policy) to assist it in reviewing transactions in excess of
$120,000 (Transactions) involving the Company and its subsidiaries and Related Persons (as defined below). The RPT Policy supplements our other conflict of interest policies set forth in the Principles of Conduct for Members of the
Motorola Solutions, Inc. Board of Directors, the Code of Business Conduct for employees and our other internal procedures.

For purposes of the RPT Policy, a
Related Person includes directors, director nominees and executive officers of the Company since the beginning of the Companys last fiscal year, beneficial owners of 5% or more of any class of voting securities of the Company and members of
their respective immediate families. The Governance and Nominating Committee reviews all RPT Policy matters.

The RPT Policy provides that any Transaction since the
beginning of the last fiscal year is to be promptly reported to the Companys Secretary. The Secretary will assist with gathering important information about the Transaction and present the information to the Governance and Nominating
Committee. The Governance and Nominating Committee will determine whether the Transaction is a Related Person Transaction and, if so, approve, ratify or reject the Related Person Transaction. In approving, ratifying or rejecting a Related Person
Transaction, the Governance and Nominating Committee will consider such information as it deems important to conclude if the Transaction is fair to the Company and its subsidiaries.

During 2019, Paul Czerwinski, our CEOs son-in-law, was employed by the Company.
Mr. Czerwinski was the Director of SalesStrategic Project Team and his total compensation in 2019 was approximately $209,758, which includes salary and bonus. Mr. Czerwinski also participated in the Companys general welfare
plans and received benefits comparable to those received by persons in similar positions within the Company. The Governance and Nominating Committee reviewed and pre-approved this relationship in 2019.

On September 5, 2019, the Company entered into an investment agreement with affiliates of Silver Lake (the New Investment Agreement), pursuant to which the
Company issued to Silver Lake $1 billion aggregate principal amount of 1.75% senior convertible notes due 2024 (the 2024 Notes). The New Investment Agreement provides that Silver Lake will, subject to certain conditions, continue to
have rights to representation on the Board and requires that, for so long as Silver Lake has rights to nominate a director to the Board, the Company will include a Silver Lake designee on its slate of nominees for election to the Board at each of
the Companys meetings of stockholders in which directors are to be elected and to use its reasonable efforts to cause the election of such person. The New Investment Agreement also imposes certain standstill obligations and transfer
restrictions on Silver Lake, and requires that during a specified period and subject to certain exceptions, Silver Lake will vote shares of the Companys common stock beneficially owned by it in support of Company-nominated directors and
otherwise in accordance with the recommendation of the Board. As of the date of this proxy statement, the outstanding aggregate principal amount of the 2024 Notes is $1 billion. On March 15, 2020, the Company paid its first interest payment on the
2024 Notes, of $9.24 million. The Company did not pay any interest on the 2024 Notes in 2019.

In connection with the New Investment Agreement, on September 5,
2019, the Company amended the existing investment agreement, dated as of August 4, 2015, by and among the Company and affiliates of Silver Lake (the Existing Investment Agreement) to, among other things, terminate the board nomination
rights of the applicable Silver Lake funds under the Existing Investment Agreement.

On September 5, 2019, affiliates of Silver Lake who were holders of the
Companys 2.0% senior convertible notes due 2020 (the 2020 Notes) exercised their conversion rights in respect of $600 million aggregate principal amount of the 2020 Notes. The Company settled its conversion obligation to the
applicable Silver Lake affiliates by paying cash in the aggregate amount of $600 million and delivering approximately 5.5 million shares of the Companys common stock (the Conversion Transaction), substantially all of which were
sold by such Silver Lake affiliates in an underwritten offering that closed on September 9, 2019.

On September 5, 2019, the Company also agreed to repurchase from an affiliate of Silver Lake the remaining $200
million principal amount of the 2020 Notes for aggregate consideration of approximately $525 million in cash (the Repurchase Transaction).

Egon Durban
and Greg Mondre are members of our Board and are Co-CEOs of Silver Lake. At the time of the New Investment Agreement, the amendment to the Existing Investment Agreement, the Conversion Transaction and the Repurchase Transaction (the Silver
Lake Transactions), both Mr. Durban and Mr. Mondre were Managing Partners and Managing Directors of Silver Lake. Mr. Durban and Mr. Mondre recused themselves from the Board vote to approve the Silver Lake Transactions. The Governance and
Nominating Committee reviewed and approved the Silver Lake Transactions in 2019.

As of February 28, 2020, Silver Lake and its affiliates beneficially owned 70
shares of the Companys common stock which shares, if held as of the record date, would be entitled to be voted at the Annual Meeting and would be subject to the voting obligations set forth in the New Investment Agreement.

Motorola Solutions had no other Related Person Transactions in 2019.

HOW YOU CAN COMMUNICATE WITH OUR BOARD

All communications to the Board of Directors, Chairman of the
Board, the non-management directors or any individual director, must be in writing and addressed to them c/o Secretary, Motorola Solutions, Inc., 500 West Monroe Street, Chicago, IL 60661 or by email
to boardofdirectors@MotorolaSolutions.com. Our Secretary reviews all written communications and forwards to the Board a summary and/or copies of any such correspondence that, in the opinion of the Secretary, deals with the functions of
the Board or Board committees or that she otherwise determines requires the Boards or any Board committees attention.

HOW WE DETERMINE DIRECTOR COMPENSATION

The Governance and Nominating Committee recommends to the Board the compensation for non-employee directors, which is to be consistent with market practices of other similarly situated companies and takes into consideration the impact on non-employee
directors independence and objectivity. The Board has asked the Compensation and Leadership Committee to assist the Governance and Nominating Committee in making such recommendations. The charter of the Governance and Nominating Committee does
not permit it to delegate director compensation matters to management, and management has no role in recommending the amount or form of director compensation.

HOW OUR DIRECTORS ARE COMPENSATED

As of the May 16, 2017 Board meeting, non-employee director compensation was set as follows on an annual basis:

Cash Compensation

Annual Compensation (paid
quarterly)

Annual Cash Retainer

$100,000

Lead Independent Director Fee

$25,000*

Audit Committee Chairperson Fee

$25,000

Compensation and Leadership

Committee Chairperson
Fee

$20,000

Governance and Nominating

Committee Chairperson
Fee

$15,000

Audit Committee Member Fee

$10,000

Equity Compensation

Annual Compensation (paid
annually)

Annual Equity Grant

$190,000

*

At the February 13, 2020 Board meeting, the Lead Independent Director Fee was increased to $40,000 effective as of May 11, 2020.

During 2019, a director could elect to receive all or a portion of his or her annual cash retainer and other cash fees in the form of (i) deferred stock units
(DSUs) that settle when the director terminates service, (ii) DSUs that settle after one year (unless service is earlier terminated), or (iii) outright shares. Directors could also elect to receive the annual equity grant in
the form of (i) DSUs that settle when the director terminates service, or (ii) DSUs that settle after one year (unless service is earlier terminated). These choices allow directors to engage in tax planning appropriate for their
circumstances. Notwithstanding earlier settlement or receipt of shares, directors must hold all shares awarded or paid to them until termination of service from the Board.

On May 13, 2019, each then non-employee director received a DSU award of
1,327 shares of Common Stock. The number of DSUs awarded was determined by dividing $190,000 by the fair market value of a share of Common Stock on the date of grant (rounded up to the next whole number) based on the closing price on the date
of grant. For a non-employee director who becomes a member of the Board of Directors after the annual grant of deferred stock units, the award will be prorated based on the number of full months to be served
until the next annual meeting of shareholders ($15,833.33 per month) divided by the closing price of the Common Stock on the day of election to the Board.

Non-employee directors are not eligible to participate in the Motorola Solutions Management Deferred Compensation Plan. Motorola Solutions does not have a non-equity incentive
plan or pension plan for non-employee directors. Non-employee directors do not receive any additional fees for attendance at meetings of the Board or its committees, or
for additional work done on behalf of the Board or a committee. The Company also reimburses its directors and, in certain circumstances, spouses who accompany directors, for travel, lodging and related expenses they incur in attending Board and
committee meetings or other meetings as requested by Motorola Solutions. Mr. Brown, who was an employee during 2019, received no additional compensation for serving on the Board.

The following table further summarizes compensation paid to the non-employee directors during 2019.

Name

(a)

Fees Earned orPaid in Cash ($)(1)(b)

StockAwards ($)(2)(3)

(c)

All Other

Compensation ($) (g)

Total ($)(h)

Kenneth D.
Denman

131,667

190,066



321,733

Egon P.
Durban

0

290,399



290,399

Clayton M.
Jones

110,000

190,066



300,066

Judy C.
Lewent

125,000

190,066



315,066

Gregory K.
Mondre

0

300,260



300,260

Anne R.
Pramaggiore

60,000

250,411



310,411

Joseph M.
Tucci

100,000

190,066



290,066

Former Director:

Samuel C.
Scott III(4)

62,500





62,500

(1)

During 2019, directors could elect to receive all or a portion of their annual cash retainer or other cash fees in the
form of (i) DSUs that settle when the director terminates service, (ii) DSUs that settle after one year (unless service is earlier terminated), or (iii) outright shares (in each case, rounded up to the next whole share). The amounts
in column (b) are the portion of the annual cash retainer and any other fees the non-employee director has elected to receive in cash.

The non-employee directors received an annual grant of DSUs on May 13, 2019.
With respect to the annual grant of equity, Messrs. Denman, Durban, Jones, Mondre, Tucci and Ms. Pramaggiore elected to receive DSUs that settle at termination of service, and Ms. Lewent elected to receive DSUs that settle at termination
or after one year, whichever is earlier, and these amounts are included in column (c). All amounts in column (c) are the aggregate grant date fair value of DSUs computed in accordance with Financial Accounting Standards Board Accounting
Standards Codification Topic 718, CompensationStock Compensation (ASC Topic 718), including dividend equivalents, as applicable. The number of DSUs or shares of Common Stock received, including quarterly fees elected to be received
in equity, and the fair value on each date of grant are as follows:

March 29

May 13

June 28

September 30

December 31

Directors

Common

Stock/

Deferred

Stock Units

Annual Grant of

Deferred Stock Units

Common

Stock/

Deferred

Stock Units

Common

Stock/

Deferred

Stock Units

Common

Stock/

Deferred

Stock Units

Kenneth D. Denman



1,327







Fair Value

$190,066

Egon P. Durban

179

1,327

150

147

156

Fair Value

$25,135

$190,066

$25,010

$25,050

$25,138

Clayton M. Jones



1,327







Fair Value

$190,066

Judy C. Lewent



1,327







Fair Value

$190,066

Gregory K. Mondre

196

1,327

165

162

171

Fair Value

$27,522

$190,066

$27,510

$27,606

$27,555

Anne R. Pramaggiore

107

1,327

90

89

94

Fair Value

$15,025

$190,066

$15,006

$15,166

$15,147

Samuel C. Scott III











Fair Value

Joseph M. Tucci



1,327







Fair Value

$190,066

(3)

The aggregate number of Motorola Solutions DSUs awards outstanding at December 31, 2019 includes accrued dividend
equivalents or shares, is shown below:

Directors

Deferred Stock Units

Restricted

Stock

Kenneth D. Denman

1,336



Egon P. Durban

14,018



Clayton M. Jones

10,192



Judy C. Lewent

5,649



Gregory K. Mondre

14,228



Anne R. Pramaggiore

20,971



Joseph M. Tucci

5,525



Former Director:

Samuel C. Scott III *

39,953

2,228

*

The total for Mr. Scott is as of his retirement from the Board on May 12, 2019.

(4)

Mr. Scotts last day on the board was May 12, 2019.

Director Stock Ownership Guidelines

Our Board
stock ownership guidelines provide that non-employee directors are expected to own Common Stock with a value equivalent to at least five times the annual cash retainer fee for directors within five years after
the date of joining the Board. In addition, directors are required to hold all shares paid or awarded by the Company until their termination of service. For the purposes of these guidelines, Common Stock includes deferred stock units. As of
December 31, 2019, all non-employee directors were in compliance with the stock ownership guidelines.

DIRECTOR RETIREMENT PLAN AND INSURANCE COVERAGE

In 1996, the Board terminated its director retirement plan
and no current non-employee directors are entitled to receive retirement benefits.

Non-employee directors are covered by insurance that provides accidental death and dismemberment coverage of $500,000 per
person. The spouse of each such director is also covered by such insurance when traveling with the director on business trips for the Company. The Company pays the premiums for such insurance. The total premiums for coverage of all such non-employee directors and their spouses during the year ended December 31, 2019 were $1,162.

Motorola Solutions is a leading global provider of mission critical communications serving more than 100,000 customers in over 100 countries. We have a rich heritage of
innovation spanning more than 90 years that continues to be driven by our more than 17,000 global employees. We are committed to running our business ethically, responsibly and as a good corporate citizen to the communities in which we live and
serve. All of this together helped us deliver 42% in total shareholder return in 2019. We invest in our people and policies to ensure they are each individually dedicated to maintaining these commitments.

OUR LEADERSHIP TEAM

Our Chief Executive Officers team, the management Executive Committee (EC), is comprised of the following six individuals:

GINO BONANOTTE

Mr. Bonanotte is Executive Vice President
and Chief Financial Officer of Motorola Solutions. He leads the Companys global finance organization as well as information technology, supply chain operations, procurement and business development. He joined Motorola in 1988 and has held a
number of key global financial leadership positions in his 30 years with the Company, including corporate financial planning, supply chain, strategy and market business development, mergers and acquisitions, and joint ventures. Mr. Bonanotte
serves as president and treasurer and is on the board of directors of the Motorola Solutions Foundation. He is also a member of the Presidents Council at the Museum of Science and Industry in Chicago.

Previous Experience

Corporate Vice President at Motorola Solutions, responsible for financial operations of the sales
and product operations organizations

Education

Mr. Bonanotte graduated with a bachelors degree in business from Northern Illinois
University and a masters degree in business administration from the University of Chicagos Booth School of Business

Executive Vice President and Chief Financial Officer

Joined
Motorola

Solutions: 1988

Age: 55

MARK
HACKER

Mr. Hacker is Executive Vice President,
General Counsel and Chief Administrative Officer of Motorola Solutions. He leads the Companys legal, government affairs and human resources teams. Mr. Hacker is a member of both the Illinois and Pennsylvania state bars, has been a
certified public accountant, and is an adjunct professor at Northwestern University School of Law. Mr. Hacker is on the board of directors of Business Executives for National Security, Skills for Chicagolands Future, St. Rita of Cascia
High School in Chicago and the 100 Club of Chicago. He is also a member of the Presidents Advisory Council of Villanova University.

Mr. Mark is Executive Vice President,
Software and Services, for Motorola Solutions. He is responsible for the Companys software and services business, which includes recurring revenue solutions in managed and support services, public safety and enterprise command center software
solutions and unified communications applications. Mr. Mark is also the Companys executive sponsor for FIRST Robotics, which provides students with hands-on experiences building robots as they learn
skills in science, technology, engineering and math (STEM).

Mr. Mark earned a bachelors degree in business from the University of Illinois and a
masters degree in business administration from Harvard Business School

Executive Vice
President, Software and Services

Joined Motorola

Solutions: 1999

Age: 48

JACK
MOLLOY

Mr. Molloy is Executive Vice President,
Products and Sales for Motorola Solutions. He leads the Companys worldwide sales organization and the product development of land mobile radio portfolio, as well as, video security and analytics. Mr. Molloy serves on the Sales
Benchmark Index Advisory Board.

Ms. Yazdi is Senior Vice President, Chief
of Staff, Marketing and Communications and Motorola Solutions Foundation. She is responsible for supporting the Chairman and CEO of Motorola Solutions and for worldwide marketing and communications for the Company, as well as the Motorola Solutions
Foundation. Ms. Yazdi serves on the board of the American Red Cross of Chicago.

Previous Experience

Has held a variety of leadership positions in strategy and operations roles during her 18-year career with the Company; most
recently, she led product and business operations for the Asia Pacific and Middle East regions

Education

Ms. Yazdi earned a bachelors degree in civil engineering from Concordia University

Senior Vice
President,

Chief of Staff, Marketing and Communications and Motorola Solutions Foundation

PROPOSAL NO. 2  RATIFICATION OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2020

The Audit Committee of the Board has appointed PricewaterhouseCoopers LLP (PwC) as the Companys independent registered public accounting firm for the
fiscal year ending December 31, 2020. PwC has acted in this capacity since 2019, following a competitive proposal process. We are asking our shareholders to ratify the appointment of PwC as our independent registered public accounting firm.
Although ratification is not required by our Bylaws or otherwise, the Board is submitting the appointment of PwC to our shareholders for ratification as a matter of good corporate governance.

Representatives of PwC are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so and will have the
opportunity to respond to appropriate questions from shareholders. In the event shareholders do not ratify the appointment, the appointment will be reconsidered by the Audit Committee and the Board. Even if the appointment is ratified, the Audit
Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.

KPMG LLP (KPMG) was the Companys independent registered public accounting firm for the fiscal year ending December 31, 2018. Services provided to
the Company and its subsidiaries by PwC and KPMG in fiscal years 2019 and 2018 are described under Audit Committee MattersIndependent Registered Public Accounting Firm Fees.

Former Independent Registered Public Accounting Firm

The
Company dismissed KPMG as its independent registered public accounting firm effective upon the issuance by KPMG of their reports on the consolidated financial statements as of and for the year ended December 31, 2018 and the effectiveness of
internal control over financial reporting as of December 31, 2018 included in the filing of the 2018 Form 10-K.

The audit reports of KPMG on the Companys consolidated financial statements for the fiscal year ended December 31, 2018 contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.

During the Companys fiscal year ended
December 31, 2018, (i) there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with KPMG on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference thereto in their reports on the consolidated financial statements for such years; and
(ii) there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

In
accordance with Item 304(a)(3) of Regulation S-K, the Company provided KPMG with a copy of its Current Report on Form 8-K and requested that KPMG
furnish it with a letter addressed to the SEC stating whether it agrees with the statements made by the Company herein and if not, stating the respects in which it does not agree. A copy of KPMGs letter dated May 17, 2018, is filed as
Exhibit 16.1 to the Companys Current Report on Form 8-K filed with the SEC on May 17, 2018.

RECOMMENDATION OF THE BOARD

THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2020. UNLESS OTHERWISE
INDICATED ON YOUR PROXY, YOUR SHARES WILL BE VOTED FOR THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP.

In accordance with Section 14A of the Securities Exchange Act of 1934 (Exchange Act), we are providing our shareholders
with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers (NEOs) as disclosed in this Proxy Statement. The Board has adopted a
policy providing for annual say-on-pay advisory votes. Although the vote is non-binding, the Board and Compensation
and Leadership Committee will review and consider the outcome of the vote when considering future executive compensation arrangements. In deciding how to vote on this proposal, the Board encourages you to read the Compensation Discussion and
Analysis, below, for a detailed description of our executive compensation philosophy and programs. In particular, you should consider the following factors, which are more fully discussed in the Compensation Discussion and Analysis:



We actively engage our shareholders on their views and consider this input when designing our executive compensation
programs.



Our programs are designed to pay for performance, so a majority of the NEOs total compensation is based on the
performance of the Company and 100% of their long-term incentives are performance-based.



Our executive compensation program incorporates many leading practices to ensure ongoing good governance, including a
clawback policy, anti-hedging and anti-pledging, stock ownership guidelines and no excise tax gross-ups.

For the reasons discussed above, the Board unanimously recommends that shareholders vote in favor of the following resolution:

Resolved, that the shareholders approve, on an advisory basis, the compensation of the named executive officers, as described in the Compensation
Discussion and Analysis, the 2019 Summary Compensation Table and other related tables and disclosures in this Proxy Statement.

RECOMMENDATION OF THE BOARD

THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR THE ADVISORY APPROVAL OF THE COMPANYS EXECUTIVE COMPENSATION. UNLESS OTHERWISE INDICATED ON YOUR PROXY, YOUR SHARES WILL BE VOTED FOR THE ADVISORY APPROVAL OF THE COMPANYS EXECUTIVE COMPENSATION.

The Compensation and Leadership Committee (the Committee) strives to ensure our executive compensation program aligns with the interests of our shareholders
and adheres to our pay-for-performance philosophy. Our executive compensation program, in place since 2015, has historically received very strong shareholder support
(averaging over 96% approval from 2015 to 2017). After a low level of support in 2018, we took concrete steps to understand and respond to our shareholders concerns. Our shareholders appreciated the level of direct responsiveness, which
resulted in 92% shareholder support for our 2019 Say on Pay (SOP) vote.

PROXY

2015

2016

2017

2018

2019

SOP RESULT

97.4%

96.4%

95.6%

69.1%

92.3%

2019 SHAREHOLDER ENGAGEMENT

Consistent with prior years, our shareholder engagement process in 2019 was multifaceted and continuous. Our efforts included monitoring trends, seeking input on pay
practices and corporate governance, and engaging investors and shareholder groups on pay topics. We conduct targeted outreach efforts twice a year with shareholders, institutional investors and proxy advisory firms.

Every year, our shareholders perspective is a critical input considered by the Committee for determining executive compensation. Even with a strong SOP result, we
continued our outreach efforts in 2019, which included:



Spring: followed up with our top 25 shareholders from early 2019 (approximately 58% ownership) to collect feedback



Fall/Winter: offered to engage with our top 25 shareholders (approximately 62% ownership) to hear their perspectives
and understand any concerns

BOARD RESPONSIVENESS

After our SOP vote in 2018, our shareholders provided consistent feedback on how to improve aspects of our CEOs pay and specific incentive program features. Based
on this feedback, we made several changes in 2018, which continued in 2019:

Disclosed CEO goals and achievement level, as reviewed by the Board, starting in 2018



Removed the 25% cap on the Committees ability to reduce a payout under the LRIP and performance options
(POs) when total shareholder return (TSR) is negative, thus providing the Committee with full discretion to decrease the payout

Overall, feedback from our shareholders was positive in 2019, recognizing the significant level of Board responsiveness in 2018, the strength of our management team and
their continued support of our performance-based programs.

EXECUTIVE SUMMARY

NAMED EXECUTIVE OFFICERS

Our Compensation Discussion and Analysis (the CD&A) describes the Companys executive compensation philosophy and programs, which are governed by
the Committee. The CD&A includes 2019 total compensation for our active Named Executive Officers (NEOs) who are listed below.

Motorola Solutions is a global leader in mission-critical communications and analytics. Our technology platforms in mission critical communications, command center
software, and video security and analytics, bolstered by our managed and support services, make cities safer and help communities and businesses thrive. We serve more than 100,000 public safety and commercial customers in over 100 countries and have
a rich heritage of innovation spanning more than 90 years.

KEY
SOLUTIONS

Land Mobile

Radio (LMR)

Public Safety

LTE

Services

Video Solutions

& Analytics

Public Safety

Command Center

$7.9 BILLION

17,000+ EMPLOYEES

5,700+ PATENTS

HEADQUARTERS

in annual sales (2019)

in 60 countries

granted

500 West Monroe Street

Chicago, IL USA

$687 MILLION

100,000+ CUSTOMERS

13,000 NETWORKS

CHAIRMAN & CEO

in R&D spending (2019)

in over 100 countries

installed across the globe

Greg Brown

We offer comprehensive solutions that help our customers work safely and efficiently. These solutions are designed to be
purpose-built for the unique needs of our customers, which include customers in the government, public safety and commercial verticals.

COMPANY PERFORMANCE

Our TSR significantly outperformed the S&P 500 again in 2019, 42% compared to 31%,
and over the past three years, 105% compared to 53%. Additionally, 2019 was another record year for other key financial metrics such as revenue and ending backlog.

When making compensation decisions, the Committee considers specific accomplishments in 2019, as well as how those accomplishments
position us to execute against our growth and expansion strategy.

PAYING FOR PERFORMANCE

CEO Framework

Annually, individual performance
objectives for Mr. Brown are established collaboratively with the Board and progress is reviewed throughout the year. When determining Mr. Browns earned incentives and annual target compensation opportunities, the Board evaluates
performance against four main categories:

Specific accomplishments considered for 2019 with respect to these categories are listed in the CEO Individual Performance section.

In recognition of the dynamic and broad-based range of Mr. Browns responsibilities, we do not assign a specific weight to each category. The individual
performance categories do, however, reflect the Committees perspective that both current year results, as well as the quality of the foundation laid for future growth, are equally worthy of consideration. Additionally, the Committee reviews
the momentum of the businessmultiple year trajectory of key metricswhen reviewing Mr. Browns performance. As a result, for example, the Committee looks at annual revenue and earnings growth as well as multi-year trends of
these metrics, while also focusing on the Companys execution of pivotal acquisitions and the attraction of critical talent to the Companys growth areas.

Short-Term Incentive Plan Results

The Executive
Officer Short Term Incentive Plan (STIP) provides annual cash incentives to executives based on a combination of objective Company-wide financial performance targets and unique individual executive performance goals. Given the broad
range of strategic activities necessary to execute the major transformation of our business, the Company performance factor is multiplied by an Individual Performance Factor (IPF) to reward our executives for accomplishments beyond
strong financial results. The IPF is based on the Compensation and Leadership Committees subjective and thorough review of each NEOs individual performance throughout the year. Specific accomplishment highlights considered with making
IPF decisions for 2019 are listed in the CEO Individual Performance and Other NEO Individual Performance sections below.

Company-Wide
Financial Performance

In 2019, we were just below our operating plan for non-GAAP OE and exceeded our operating plan for
Free Cash Flow, resulting in a Company performance factor of 1.03. The performance targets were set to incent 14% improvement in non-GAAP OE and 7% improvement in Free Cash Flow.

The Committee uses the IPF in the STIP to capture key qualitative and quantitative objectives important to the execution of annual contributions to our long-term
strategies. Mr. Browns IPF incorporates both his individual accomplishments and his role in supporting the accomplishments of his leadership team, for which he is accountable.

Mr. Browns 2019 IPF of 1.4 was derived from his accomplishments under the CEO framework. Highlights from his accomplishments in each category are provided in
the table below.

In sum, the Committee has determined that Mr. Browns performance warrants application of a 1.4 IPF. The 2019 financial
performance set records for many metrics, for the third year in a row. Revenue, backlog, stock price appreciation and TSR were double digit increases. Strategic acquisitions in 2019, such as Avtec and WatchGuard, continued to enhance our video
analytics capabilities. These results, as well as continued key talent refreshment, have given the Company not only its best year on record based on the results described above, but in the Committees view, positioned the Company for future
growth.

1

Defined as net sales calculated under GAAP excluding net sales from acquired business owned for less than four full
quarters.

Other NEO individual performance objectives coalesce with Mr. Browns objectives, as set by the Board. Mr. Brown evaluated the other NEOs individual
performance based primarily, but not exclusively, on the same categories in the CEO framework and made the following recommendations which were approved by the Committee.

The below table includes highlights from each NEOs many accomplishments that contributed to the Companys success in 2019. For the purposes of this table,
accomplishments have been ascribed to a specific category, though many of them impact multiple categories.

IPF

ANNUAL FINANCIAL ANDOPERATIONAL GOALS

LONG-TERM STRATEGIC INITIATIVES

PEOPLE

BONANOTTE

1.4

 Extended Silver Lake relationship for five years by
replacing prior convertible note with new $1 billion convertible note

 Refinanced $850 million of debt, lowering interest
expense and extending weighted average maturity of debt by six years

 Completed $2.2 billion commercial paper program
and early pay-off of $400 million Avigilon term loan

 De-risked U.S.
pension plan by offering lump sum buyout resulting in reduction of projected benefit obligation by $1B and net pension liability by $200 million

 Reorganized international services
teams into a consolidated team to drive operational improvements and growth of our international services business

2019 NEO Short-Term Incentive Payouts

As detailed earlier, the Committee assessed and determined Mr. Brown and the other NEOs largely exceeded their qualitative and quantitative individual performance
objectives. To recognize and reward these achievements, the Committee has approved the following individual performance and total STIP payouts.

Our long-term incentive program (LTI) is 100 percent performance-based and provides awards that are earned based on either relative TSR or change in
absolute stock price. Our plan not only rewards long-term stock price performance, but also ensures that our TSR outperforms the median of the S&P 500 in order to receive a target payout.

Long Range Incentive Plan and Performance Options

The 2017-2019 LRIP cycle and POs granted in 2017 were earned based onTSR relative to the S&P 500 over the three-year performance period.MSIs
three-year cumulative TSR performance of 122.1% resultedin a 93rd percentile rank versus S&P 500 companies, with awardsearned at 250% of target. TSR calculation is defined in the
2019Annual Compensation Elements section below.

2017-2019 LRIP

POs

($81.37 exercise price)

RELATIVE TSR PAYOUT SCALE
(S&P 500)

PERCENTILE RANK

PAYOUT

TSR

MSI (93rd Percentile)

250%

122.1%

90th - 100th Percentile

250%

103.9%

80th - 89.99th Percentile

200%

79.0%

70th - 79.99th Percentile

175%

64.7%

60th - 69.99th Percentile

150%

52.0%

55th - 59.99th Percentile

110%

45.8%

50th - 54.99th Percentile

90%

39.1%

45th - 49.99th Percentile

80%

33.0%

35th - 44.99th Percentile

50%

17.9%

30th - 34.99th Percentile

30%

12.0%

<30th Percentile

0%

Market Stock Units

One-third of the market stock units (MSUs) granted in 2016, 2017 and 2018 were earned in 2019 based on absolute stock price appreciation. These awards were earned at 200% (maximum), 174% and 131% of
target, respectively, with corresponding stock price appreciation.

Grant Date:
March 10, 20163rd of 3 Tranches Earned

Grant Date: March 9, 20172nd of 3 Tranches Earned

Grant Date: March 8, 20181st of 3 Tranches Earned

Beginning stock price: $68.50Ending stock price: $137.75

Beginning stock price: $79.35Ending stock price: $137.75

Beginning stock price: $105.04Ending stock price: $137.75

PAYOUT = 200% OF TARGET

PAYOUT = 174% OF TARGET

PAYOUT = 131% OF TARGET

EVOLUTION OF OUR CEOS PAY PROGRAM

This section outlines Mr. Browns compensation since Motorola Solutions became a publicly traded company in January 2011. Additional detail for each component
of pay, including changes from 2018 to 2019, and the corresponding rationale, can be found in the 2019 Annual Compensation Elements section below.

2011-2019 CEO Compensation

The Committee reviews Mr. Browns compensation in an effort to deliver a competitive, but
responsible, target compensation package. Throughout Mr. Browns 12 years as CEO, the Committee has exercised their discretion to both increase and decrease Mr. Browns target compensation, as they have deemed appropriate.

Since 2011, the Committee has decreased Mr. Browns short-term cash compensation and increased his long-term
compensation and provided a net increase of 34.2% over the nine years. During this same time, Mr. Brown has guided the Company through a significant transformation and Motorola Solutions has delivered TSR of 413%.

PAY
COMPONENT

2011

2019

% CHANGE

COMMENTS

BASE SALARY

$1,200,000

$1,250,000

4.2%

In 2014, Mr. Brown received an amended employment agreement which increased his base salary $50,000 and lowered his target incentive to 150%,
resulting in a 18.6% decrease to Target Total Cash. In 2018, the Committee increased Mr. Browns target from 150% to 175%.

In 2015, the Committee replaced Mr. Browns stock options and RSUs (containing a stock price hurdle) with POs and MSUs, improving the long-term
performance orientation of the program.

TOTAL LTI

$7,000,000

$11,112,500

58.8%

TARGET TOTAL

COMPENSATION

$10,840,000

$14,550,000

34.2%

AVERAGE ANNUAL INCREASE OVER NINE YEARS IS 3.8%.

CEO Compensation vs. TSR

Over this nine year period, Mr. Browns target compensation program has been managed to provide appropriate pay levels in relation to returns for our
shareholders. An even stronger relationship holds true when considering Mr. Browns compensation as reported in the Summary Compensation Table, which is a mix of current year compensation and payouts related to prior years
performance.

We do not provide
tax gross-ups in connection with any perquisites or in the event of any golden parachute payment in connection with a change in control

No Excessive
Perquisites

We do not provide
excessive perquisites to our NEOs and believe that our limited perquisites are reasonable and competitive

No Hedging or
Pledging of Company Securities

Our Insider
Trading Policy prohibits Directors, officers and other designated employees from engaging in hedging and pledging transactions related to Company stock

No Single Trigger in a Change in Control

In the event of a change in control, all severance pay
components have a double trigger

HOW WE PLAN COMPENSATION

Our compensation framework is based on sound program design principles, which allow for the flexibility to competitively, but responsibly, address the dynamic labor
markets in which we compete. These programs have been designed to focus executives on the achievement of our long-term business plan and shareholder value creation. Our incentive plans utilize rigorous financial goals and require above median
relative outperformance for target payouts, while incorporating risk-mitigating features, such as payout caps, to ensure we reward sustainable growth.

Over the
years, our executive compensation program has evolved with our business strategy, incorporated feedback from our shareholders, and maintained market competitiveness to properly incent and reward our management team. Additionally, we conduct regular
risk assessments of our compensation programs and practices and review results with the Committee at least annually.

When setting annual compensation for our NEOs, the Committee balances the current state of the business with setting
the stage for the future. The Committee, with assistance from their independent advisor, considers peer company pay practices for comparable positions; NEO experience, tenure, scope of responsibility and performance; internal pay alignment, and
succession planning. The Committee uses the 50th percentile of our peer group and surveys as an initial guideline for establishing target total compensation opportunities for our NEOs. For 2019, on average, our NEOs were between the market 50th and
75th percentiles, with the exception of our highly seasoned CEO.

The Committee engages an independent consultant, CAP, to advise on the Companys executive
compensation strategy and program design and to provide regulatory and market trend updates. CAP carries out competitive reviews as directed by the Committee and provides input on specific compensation recommendations for our CEO and other members
of managements EC.

In 2019, the Committee continued to engage CAP as its independent compensation consultant. CAP participates in Committee meetings,
including regular discussions with the Committee, without management present, to ensure impartiality on certain decisions. During 2019, the Committee also reviewed the independence of CAP using assessment criteria that aligned with the SEC and
related NYSE rules adopted in 2012. The Committee concluded that CAP was independent and had no conflicts of interest.

PERFORMANCE-BASED COMPENSATION STRUCTURE

The performance-based structure for 2019 incorporates incentives that measure both short-term and long-term
performance. In addition to base salary and an annual STIP award, this structure, shown graphically below (with incentives shown at their target amounts), includes an LTI award made up of our LRIP, POs and MSUs. The Committee believes a majority of
compensation should be in the form of LTI to better drive alignment with shareholder interests and executive retention.

2019 TARGET TOTAL COMPENSATION SUMMARY

When setting NEO compensation, the Committee first determines target total compensation and second, determines each pay component in support of the appropriate aggregate
value and mix.

NEO

BASE SALARY

TARGET

STIP %

TARGET TOTAL CASH

LTI

TARGET TOTAL

COMPENSATION

YEAR-OVER- YEAR CHANGE

LRIP

PO

MSU

BROWN

$1,250,000

175%

$3,437,500

$3,704,166

$3,704,167

$3,704,167

$14,550,000

2.1%

BONANOTTE

$700,000

95%

$1,365,000

$800,000

$800,000

$800,000

$3,765,000

5.3%

MOLLOY

$710,000

95%

$1,384,500

$833,334

$833,333

$833,333

$3,884,500

16.8%

HACKER

$605,000

95%

$1,179,750

$600,000

$600,000

$600,000

$2,979,750

3.1%

MARK1

$545,000

95%

$1,062,750

$533,334

$533,333

$533,333

$2,662,750

56.8%

1

Mr. Marks year-over-year change is due to his 2019 LTI, which is significantly greater than his 2018 LTI prior
to his promotion.

As the only fixed compensation element in our program, base salary is used to provide what we believe to be a baseline level of stability required to be market
competitive. Salaries are reviewed and adjusted by the Committee as needed. Annual increases are not guaranteed or automatic.

In March 2019, the Committee reviewed
base salaries for our NEOs and applied market adjustments, where applicable. Mr. Brown has not received a base salary increase since 2014 and did not receive a base salary increase in 2019.

NEO

2018 BASE SALARY

2019 BASE SALARY

YEAR-OVER- YEAR CHANGE

BROWN

$1,250,000

$1,250,000

0.0%

BONANOTTE

$680,000

$700,000

2.9%

MOLLOY

$680,000

$710,000

4.4%

HACKER

$585,000

$605,000

3.4%

MARK

$500,000

$545,000

9.0%

SHORT-TERM INCENTIVES

The STIP is an annual cash incentive award based on the Companys achievement of financial performance and an executives individual performance. The Committee
sets the target value for STIP as a percentage of an executives base salary.

Incentive Targets

There were no changes to individual target award percentages in 2019. Our CEO, Mr. Brown, continued to have an individual target award percentage of 175%, and all
other NEOs target percentages continue to be 95%.

Payout Formula

Actual STIP awards are based on the executives target incentive opportunity, the Companys achievement of performance results (Business Performance
Factor) and IPF assessment. The payout opportunity for both the Business Performance Factor and the IPF ranges from 0% to 140%, resulting in a total plan maximum payout opportunity of 196% of target. The incentive target opportunity for each
NEO was determined based on a market evaluation.

Metric Selection

For 2019, the Business Performance Factor was based on achievement of non-GAAP OE (weighted 65%) and
Free Cash Flow (weighted 35%) goals. Non-GAAP OE measures our profits from sales and Free Cash Flow measures the cash available after capital expenditures. These are common performance measures both inside and
outside of our industry and are fundamental inputs we use to measure profitability, business liquidity and rates of return for the business. We believe non-GAAP OE and Free Cash Flow appropriately measure our
annual business performance and ultimately drive our long-term shareholder value over time.

Our LTI program, implemented in 2015, was designed with the specific intention of aligning the largest component of NEO pay to the achievement of exceptional and
sustainable value creation for our shareholders during this pivotal transformation in our business. The LTI program achieves this through:

The program metrics being 100% aligned to creating more value for our shareholders



The majority of the total award value requiring TSR performance above the median of S&P 500 companies in order to
receive a target payout

Determining Target Award Values

The Committee reviews LTI target award values annually by first determining a target total compensation value appropriate for the size and complexity of the NEOs
role and then determining the appropriate LTI value based on our philosophy of delivering the largest percentage of total compensation in LTI. The Committee also considers the 100% performance-based nature of our LTI program and how our
Companys potential future performance has been impacted by the groundwork that has been set in the past year. As we continue to execute our long-term strategy through our Companys transformation, the Committee believes it is critical
that each NEOs target opportunity appropriately reflects their contribution.

When setting LTI target awards for 2019, the Committee considered the
significant impact of Mr. Browns decisions and actions on our longer-term business strategy and transformation.

The Committee approved total target 2019
LTI at their March 2019 meeting.

NEO

TOTAL TARGET2018 LTI

2019 LRIP

2019 POs

2019 MSUs

TOTAL TARGET2019 LTI

YEAR-OVER- YEAR CHANGE

BROWN

$10,812,500

$3,704,166

$3,704,167

$3,704,167

$11,112,500

2.8%

BONANOTTE

$2,250,000

$800,000

$800,000

$800,000

$2,400,000

6.7%

MOLLOY1

$2,000,000

$833,334

$833,333

$833,333

$2,500,000

25.0%

HACKER

$1,750,000

$600,000

$600,000

$600,000

$1,800,000

2.9%

MARK2

$723,241

$533,334

$533,333

$533,333

$1,600,000

121.2%

1

Mr. Molloys year-over-year LTI increase was to recognize his continued leadership over products and sales,
while successfully integrating Avigilon.

2

Mr. Marks 2018 LTI was granted prior to his promotion to EVP; his 2019 LTI grant reflects his new role as EVP.

LTI Components

The
100% performance-based LTI program includes the LRIP, POs and MSUs, each of which comprise one-third of the total LTI mix.



The LRIP, which now includes performance stock unit (PSU) grants for the CEO and his direct reports, and POs
are based on three-year TSR relative to the S&P 500. The payout scale for the LRIP and POs requires our performance over a three-year period to exceed median performance of the S&P 500 companies before earning a target payout.



The 2019-2021 LRIP cycle is denominated in 100% PSUs for the CEO and a mix of 50% PSUs / 50% cash for the other NEOs. The
LRIP and POs utilize a three-year performance period and, consistent with earned POs, earned PSUs will vest on the third anniversary of the grant.



With new LRIP cycles denominated in equity, the Summary Compensation Table will show LRIP awards in two places; LRIP earned
from the prior cycle (with amounts paid in cash and stock) will be reflected in the Non-Equity Incentive Plan column, and target PSU grants for the new LRIP cycle will be reflected in the Stock Awards column
(with grant date fair value of the new LRIP PSUs at target).



If our TSR over the performance period is negative, but would still result in a ranking that would provide a payout, the
Committee has unlimited discretion to reduce the calculated LRIP payout (and number of POs vesting).



The TSR calculation uses a three-month average stock price at the beginning (three months preceding performance cycle
start) and end (final three months in performance cycle, plus the value of reinvested dividends) of the period for measurement purposes. This approach minimizes the impact of a single beginning and ending point stock price for each performance
cycle.



MSUs are based on absolute stock price and provide a vehicle with further alignment to shareholders and one that supports
retention of our NEOs.

Each 1% increase/decrease in stock price results in a 1% increase/decrease in the number of MSUs earned at the end of the
performance period with a maximum payout at 100% stock price appreciation and a threshold of 40% stock price depreciation, below which no MSUs are earned.



The MSUs are earned and vest based on stock price appreciation/depreciation at the first, second and third anniversaries
of the date of grant with respect to one-third of the grant for each of the three concurrent performance periods.

When setting compensation for our NEOs, the Committee reviews comparative market data from our peer group companies, as well as survey market data.

2019 PEER GROUP

Our
peer group is used by the Committee to compare pay levels, pay mix and alignment of pay with our performance, as discussed in the How We Plan Compensation section above.

Peer Selection Criteria

To ensure meaningful
comparisons, the Committee, with the assistance of CAP, the Committees independent consultant, reviews the peer group annually and makes updates as necessary. Specifically, as we continue to extend our leadership in mission-critical solutions
by expanding our software and services businesses through strategic investments and acquisitions, the Committee expanded their review to include software and services companies.

To create a sufficiently large peer group with whom we compete for executive talent, the Committee considers a combination of primary criteria and secondary criteria,
including those listed below:

At the time of approval,
MSI was positioned at the 59th percentile for revenue and the 46th percentile for market capitalization among the resulting 15 company peer
group.

2019 Peer Group Companies

AGILENT TECHNOLOGIES, INC.

DOVER CORP.

JUNIPER NETWORKS, INC.

ROPER TECHNOLOGIES. INC.

AMPHENOL CORP.

ILLINOIS TOOL WORKS INC.

PARKER-HANNIFIN CORP.

TRIMBLE INC.

ARRIS INTERNATIONAL PLC1

HARRIS CORP.2

RAYTHEON COMPANY

TE CONNECTIVITY LTD.

CITRIX SYSTEMS, INC.

INGERSOLL-RAND PLC

ROCKWELL AUTOMATION INC.

1

Arris International was acquired by CommScope in April 2019.

2

Harris Corporation merged with L3 Technologies in July 2019 to form L3Harris Technologies.

SURVEY MARKET DATA

To supplement our peer group data, the Committee also considers compensation surveys that include data from companies of similar size and business segments to Motorola Solutions. For 2019, the Committee considered data from the Radford Global Technology
Survey, Willis Towers Watson High Tech Executive Survey and the IPAS Global High Technology Survey.

EQUITY
USAGE UNDER OUR COMPENSATION PROGRAMS

In 2012, we reduced our overall share usage (equity grants as a percentage of common shares outstanding) from our
prior granting practices to more effectively manage our stock-based compensation expense and overall shareholder dilution. The expense from grants prior to 2012 made to a broader population was fully recognized by 2016. Our share granting practices
have again evolved to meet the changing needs of our business and drive our growth. The Committee has also delegated authority to the most senior human resources executive to make off-cycle equity grants to
newly hired or promoted employees, in recognition of outstanding achievement or for retention. These types of grants are made on the first trading day of each month.

In addition, at the 2015 Annual Meeting, shareholders approved the Motorola Solutions 2015 Omnibus Incentive Plan, which was an amendment and restatement of the Motorola
Solutions Omnibus Incentive Plan of 2006 (the Omnibus Plan). This reduced the total number of shares reserved and approved for issuance by approximately 7 million shares, to 12 million shares. We plan to continue to closely
manage our equity-granting practices to ensure our share usage and stock-based compensation expense remains in line with competitive levels.

In 2019, we continued to have significant acquisition activity and, in an effort to preserve enterprise knowledge and align our new employees interests with those
of our shareholders, we issued equity either as part of an acquisition or made retention grants under the Omnibus Plan. The shares issued as part of an acquisition were granted outside of our standard compensation programs and do not count against
our shares available for future issuance. The information below only includes share usage and aggregate value of equity granted under our compensation programs and excludes 0.27% share usage and $56 million value of equity granted as part of
acquisitions.

We do not structure the timing of equity awards to precede or coincide with the disclosure of material
non-public information. All equity grants made to Section 16 Officers and other members of the management team are approved by the Committee, with concurrence by the Board for grants to Mr. Brown.

2 Includes medical, dental, vision, group life insurance, business travel
accident insurance, short- and long-term disability and work life programs.

3 In limited circumstances, and as approved by the CEO, other employees are
permitted to use our corporate aircraft service for personal purposes.

STOCK OWNERSHIP GUIDELINES

To ensure strong alignment of our senior management with the interests of our shareholders, the Company maintains stock ownership guidelines for our
senior executives, including each of our NEOs. The Committee reviews compliance with the ownership guidelines annually. In the Committees last review, it was determined that all NEOs had met their stock ownership requirement or are within
the five-year achievement period.

Our stock ownership requirements are expressed as a multiple of base salary as shown below:

EXECUTIVE GROUP

MULTIPLE OF BASE SALARY
2019

Chairman and
Chief Executive Officer

10x

Executive Vice
Presidents and Executive Committee Members

3x

Senior Vice
Presidents

2x

Corporate Vice
Presidents

1x

Executives subject to the guidelines must meet their ownership requirement within five years from the date
they first become subject to their applicable ownership requirement. Executives who do not meet their stock ownership requirement within five years must hold 100% of net shares acquired (net of tax withholding) on the exercise of stock options and
the vesting of RSUs or MSUs until compliance with the stock ownership requirement is achieved. Shares counted toward guideline achievement include directly owned shares, unvested RSUs and target MSUs.

CHANGE IN CONTROL POLICY

The Company maintains the Senior Officer Change in Control Severance Plan (the CIC Severance Plan), which the Board has the ability to amend or terminate
with at least one years notice to participants.

The CIC Severance Plan covers our NEOs (except for Mr. Brown, whose employment agreement contains change
in control provisions) and our other senior executives. The Board considers the maintenance of an effective and stable management team essential to protecting and enhancing the value of the Company for the benefit of our shareholders. To that end,
we recognize that the possibility of a change in control may exist and that this possibility, along with the uncertainty and questions it may raise for certain senior executives, may result in the distraction, and potential departure, of senior
management employees to the detriment of the Company and our shareholders. The CIC Severance Plan helps to encourage the continued attention and dedication of our senior management to their assigned duties without the distraction that may arise from
the possibility of a change in control event.

The CIC Severance Plan employs a double trigger in
order for severance benefits to be paid, meaning that both a change in control event must occur and an executive must be involuntarily terminated without cause or must leave for good
reason within 24 months following the change in control.

The table below highlights key provisions of the CIC Severance Plan. For a detailed
description of the CIC Severance Plan, please refer to the section Change in Control Arrangements.

CIC
PROVISION

CIC SEVERANCE PLAN

Eligibility

Executive and Senior Vice Presidents

Cash Severance Multiple

Two times sum of base salary and target bonus

Medical Benefit Continuation

Two years

LRIP and Equity Treatment

(Provision in Omnibus Plan)

Equity and LRIP subject to double trigger unless awards are not assumed or replaced by acquirer. If not assumed or replaced, equity and LRIP provide for
accelerated treatment with performance at target.

Excise Tax Gross-Up

None. Participants receive best net after-tax position of either participants paying the excise tax or a
reduction in severance benefits to a level that eliminates the imposition of excise tax.

RECOUPMENT OF INCENTIVE COMPENSATION AWARDS UPON RESTATEMENT OF FINANCIAL RESULTS

If, in the opinion of the independent directors of the Board, the Companys financial results require restatement due to the misconduct by one or
more of the Companys executive officers (including the NEOs), the independent directors may seek a number of remedies, all of which are subject to a number of conditions including (i) whether the executive officer engaged in intentional
misconduct, (ii) whether the bonus or incentive compensation to be recouped was calculated based upon the financial results that were restated, and (iii) whether the incentive compensation calculated under the restated financial results is
less than the amount actually paid or awarded. The independent directors review whether to require one or more remedies by directing the Company to recover all or a portion of any incentive compensation received by the executive as a result of the
misconduct, as well as cancel all or a portion of the outstanding equity-based awards held by the executive (commonly referred to as a claw-back policy). In addition, the independent directors may also seek to recoup any gains realized by the
executive with respect to their equity-based awards, including exercised stock options and vested RSUs or MSUs, regardless of when they were issued.

IMPACT OF FAVORABLE ACCOUNTING AND TAX TREATMENT ON COMPENSATION PROGRAM DESIGN

Favorable accounting and
tax treatment of the various elements of our total compensation program was an important, but not the sole, consideration in its design. Section 162(m) of the Internal Revenue Code limits the deductibility of certain items of compensation paid
to the CEO and certain other highly compensated executive officers (together, the covered officers) to $1,000,000 annually, but in years prior to 2018 there was an exception to such limit for compensation that qualified as
performance-based compensation. Effective for 2018, the Tax Cuts and Jobs Act amended Section 162(m) to, among other things, extend the deduction limitation to the Chief Financial Officer and eliminate the exception for
performance-based compensation, except for certain qualifying arrangements in place as of November 2, 2017.

The Company did not make any significant changes
to its outstanding incentive awards in 2019 in an effort to maintain any tax deductions that may be applicable due to grandfathered status under our existing plans. However, the Committee reserves the right to provide for compensation to
executive officers that may not be deductible pursuant to Section 162(m). In addition, because of the continued development of the application and interpretation of Section 162(m) and the regulations issued thereunder, we cannot guarantee
that compensation intended to satisfy the requirements for deductibility under Section 162(m), as in effect prior to 2018, would or will in fact be deductible.

SECURITIES TRADING POLICY: ANTI-HEDGING AND ANTI-PLEDGING

Directors, executives and certain other employees, including our NEOs, may not engage in any transaction in which they may profit from short-term speculative swings in
the value of our securities. Our securities trading policy is applicable to all employees and is designed to ensure compliance with all applicable insider trading rules.

Our anti-hedging policy prohibits directors, executives and certain other employees, including our NEOs, from holding any security tied to the performance of our Common
Stock other than equity delivered directly to employees under our equity incentive plans.

THE FOLLOWING
REPORT OF THE COMPENSATION AND LEADERSHIP COMMITTEE ON EXECUTIVE COMPENSATION AND RELATED DISCLOSURE SHALL NOT BE DEEMED INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT INCORPORATING THIS PROXY STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT
OF 1933 (THE SECURITIES ACT) OR UNDER THE EXCHANGE ACT, EXCEPT TO THE EXTENT THAT THE COMPANY SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.

On May 13, 2019, Anne R. Pramaggiore was appointed the Chair of the Compensation and Leadership Committee (the Committee). Egon P. Durban and Joseph M.
Tucci were each a member of the Committee throughout 2019.

The Committee has reviewed and discussed the Compensation Discussion and Analysis required by
Item 402(b) of Regulation S-K with Company management. Based on such review and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included
in this Proxy Statement on Schedule 14A and incorporated by reference into Motorola Solutions 2019 Annual Report on Form 10-K.

Respectfully submitted,

Anne R. Pramaggiore, Chair

Egon P. Durban

Joseph M. Tucci

COMPENSATION AND
LEADERSHIP COMMITTEE INTERLOCKS AND

INSIDER PARTICIPATION

Anne R. Pramaggiore, Director and Chair of the Committee, Egon P. Durban, Director and Joseph M.
Tucci, Director served on the Committee throughout 2019. No member of the Committee was, during the fiscal year ended December 31, 2019, an officer, former officer, or employee of the Company or any of our subsidiaries. We did not have any
compensation committee interlocks in 2019.

Salary includes amounts deferred pursuant to salary reduction arrangements under the 401(k) and Deferred Compensation
Plans.

(2)

In 2019, the amounts in column (e) reflect the aggregate grant date fair value of the long-term equity incentive
awards under the 2019-2021 LRIP, awarded in the form of PSUs, and MSUs. Stock awards in column (e) during fiscal year 2019 are as follows:

Mr. Brown

Mr. Bonanotte

Mr. Molloy

Mr. Hacker

Mr. Mark

2019 MSUs

$3,704,108

$799,967

$833,224

$599,872

$533,219

2019-2021 LRIP PSUs

3,704,073

399,890

416,586

299,918

266,526

TOTAL

$7,408,181

$1,199,857

$1,249,810

$899,790

$799,745

In 2018, the amounts in column (e) reflect the grant date fair value of MSUs. Stock awards in column (e) during
fiscal year 2018 are as follows:

Mr. Brown

Mr. Bonanotte

Mr. Molloy

Mr. Hacker

Mr. Mark

2018 MSUs

$3,843,722

$749,994

$666,648

$583,301

$293,323

TOTAL

$3,843,722

$749,994

$666,648

$583,301

$293,323

In 2017, the amounts in column (e) reflect the grant date fair value of MSUs. Stock awards in column (e) during
fiscal year 2017 are as follows:

The amounts in columns (e) and (f) reflect the aggregate grant date fair value of the stock and option awards granted
in the respective fiscal year as computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. Assumptions used in the calculation of these amounts are included in Note 9, Share-Based Compensation Plans and Other
Incentive Plans in the Companys Form 10-K for the fiscal year ended December 31, 2019. If maximum performance is achieved for performance-based stock awards, the aggregate grant date fair
value in column (e) is $16,668,398 for Mr. Brown, $2,599,659 for Mr. Bonanotte, $2,707,913 for Mr. Molloy, $1,949,435 for Mr. Hacker and $1,732,650 for Mr. Mark. If maximum performance is achieved for performance-based
option awards, the aggregate grant date fair value in column (f) is $9,260,321 for Mr. Brown, $1,999,910 for Mr. Bonanotte, $2,083,303 for Mr. Molloy, $1,499,967 for Mr. Hacker and $1,333,274 for Mr. Mark.

(4)

In 2019, the amounts in column (g) consist of awards earned by eligible NEOs at the time under the 2019 STIP and
under the 2017-2019 LRIP. Earned payments in column (g) during fiscal year 2019 are as follows:

Mr. Brown

Mr. Bonanotte

Mr. Molloy

Mr. Hacker

Mr. Mark

2019 STIP

$3,154,375

$953,240

$964,094

$823,099

$733,792

2017-2019 LRIP (paid in stock)

7,812,500

875,000

729,168

645,833

343,154

2017-2019 LRIP (paid in cash)

0

875,000

729,167

645,832

343,154

TOTAL

$10,966,875

$2,703,240

$2,422,429

$2,114,764

$1,420,100

In 2018, the amounts in column (g) consist of awards earned by eligible NEOs at the time under the 2018 STIP and
under the 2016-2018 LRIP. Earned payments in column (g) during fiscal year 2018 are as follows:

Mr. Brown

Mr. Bonanotte

Mr. Molloy

Mr. Hacker

Mr. Mark

2018 STIP

$3,338,125

$981,782

$912,363

$842,722

$546,836

2016-2018 LRIP (paid in stock)

7,812,500

0

0

0

0

2016-2018 LRIP (paid in cash)

0

1,666,665

1,166,665

1,083,335

499,996

TOTAL

$11,150,625

$2,648,447

$2,079,028

$1,926,057

$1,046,832

In 2017, the amounts in column (g) consist of awards earned by eligible NEOs at the time under the 2017 STIP and
under the 2015-2017 LRIP. Earned payments in column (g) during fiscal year 2017 are as follows:

Mr. Brown

Mr. Bonanotte

Mr. Molloy

Mr. Hacker

2017 STIP

$2,625,000

$880,767

$758,407

$742,856

2015-2017 LRIP

4,687,500

999,999

440,423

750,000

TOTAL

$7,312,500

$1,880,766

$1,198,830

$1,492,856

(5)

The amounts in column (h) represent the aggregate change in present value of the respective officers benefits
under all pension plans. If the aggregate change in value of benefits under all pension plans was negative, the value is reflected as $0. A summary of the specific values for each period are set forth below:

NEO

Period

Change in Present Value of Pension Plan

Above Market Deferred

Compensation Earnings

Total

Gregory Q. Brown

Dec. 31, 2018 to Dec. 31, 2019

$35,151

$0

$35,151

Dec. 31, 2017 to Dec. 31, 2018

($9,133)

$0

($9,133)

Dec. 31, 2016 to Dec. 31, 2017

$17,994

$0

$17,994

Gino A. Bonanotte

Dec. 31, 2018 to Dec. 31, 2019

$195,990

$0

$195,990

Dec. 31, 2017 to Dec. 31, 2018

($78,455)

$0

($78,455)

Dec. 31, 2016 to Dec. 31, 2017

$125,870

$102,082

$227,952

John P. Molloy

Dec. 31, 2018 to Dec. 31, 2019

$96,172

$0

$96,172

Dec. 31, 2017 to Dec. 31, 2018

($32,187)

$0

($32,187)

Dec. 31, 2016 to Dec. 31, 2017

$55,269

$0

$55,269

Mark S. Hacker

Dec. 31, 2018 to Dec. 31, 2019

$58,656

$9,217

$67,873

Dec. 31, 2017 to Dec. 31, 2018

($19,631)

$11,423

($8,208)

Dec. 31, 2016 to Dec. 31, 2017

$33,708

$89,345

$123,053

Kelly S. Mark

Dec. 31, 2018 to Dec. 31, 2019

$8,268

$0

$8,268

Dec. 31, 2017 to Dec. 31, 2018

($2,763)

$0

($2,763)

(6)

The amounts in column (i) for 2019 consist of perquisite costs for personal use of Company aircraft, security system
monitoring, costs for financial planning, and guest attendance at Company events and a personal benefit of Company matching contributions to the 401(k) Plan. The incremental cost to the Company for any personal use of Company aircraft is calculated
by multiplying the number of hours an NEO travels in a particular plane by the direct cost per flight hour per plane. Direct costs include fuel, maintenance, labor, parts, loading and parking fees, catering and crew. Specific perquisites applicable
to each NEO are identified by an X below, and where such perquisite exceeded the greater of $25,000 or 10% of the total amount of perquisites and where such personal benefit exceeded $10,000 for such officer, the dollar amount is given.

Messrs. Bonanotte, Hacker and Mark utilized the corporate aircraft to attend the funeral of a family member of a fellow
executive.

(7)

The total compensation in 2019 for the NEOs is artificially inflated because, even though only one LRIP award is made each
year (including in 2019), there are two LRIP awards reflected in 2019, instead of one LRIP award, due to the transition from a cash-based LRIP (which is reported in the Non-Equity Incentive Plan
Compensation column in the year of payout) to a stock-based LRIP (which is reported in the Stock Awards column in the year of grant). More specifically, in 2019 the values of both (i) the payout of the 2017-2019 LRIP and (ii) the grant of the 2019-2021 LRIP PSUs are included in the Summary Compensation Table. After the last remaining cash-based LRIP award has either been paid or forfeited, for Mr. Brown,
only the value of granted LRIP PSUs will be reported. For the other NEOs, eventually, only the value of granted LRIP PSUs and the LRIP portion settled in cash, if any, will be reported. The two LRIP awards reflected in 2019 are as follows: